Form 8-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2011
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
(Exact name of registrant as specified in its charter)
         
Luxembourg   001-34354   Not Applicable
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
291, Route d’Arlon L-1150 Luxembourg
Grand Duchy of Luxembourg
   
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: +352 2469 7900
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 

Item 2.02   Results of Operations and Financial Condition.
On April 28, 2011, Altisource Portfolio Solutions S.A. (“Altisource”) issued a press release announcing financial results for its quarter ended March 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02, including the information in Exhibit 99.1 attached hereto pertaining to this Item 2.02, is furnished solely pursuant to Item 2.02 of this Form 8-K. Consequently, pursuant to this Item 2.02, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Item 2.02 of this Form 8-K.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits.
     
Exhibit No.   Description
Exhibit 99.1
  Press release of Altisource Portfolio Solutions S.A. dated April 28, 2011.

 

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 28, 2011
         
  Altisource Portfolio Solutions S.A.
 
 
  By:   /s/ Robert D. Stiles    
  Name:   Robert D. Stiles   
  Title:   Chief Financial Officer   
 

 

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Exhibit 99.1
Exhibit 99.1
(ALTISOURCE LOGO)
     
FOR IMMEDIATE RELEASE
  FOR FURTHER INFORMATION CONTACT:
 
   
 
  Robert D. Stiles
 
  Chief Financial Officer
 
  T: +352 2469 7903
 
  E: robert.stiles@altisource.lu
ALTISOURCE ANNOUNCES FIRST QUARTER RESULTS
Luxembourg, Luxembourg, 28 April, 2011 — Altisource Portfolio Solutions S.A. (“Altisource” or the “Company”) (NASDAQ: ASPS), a provider of services focused on high-value, technology-enabled, knowledge-based functions principally related to real estate and mortgage portfolio management, asset recovery and customer relationship management, today announced preliminary financial results for the quarter ended March 31, 2011.
First Quarter Highlights
   
Total Revenue of $88.7 million for the quarter ended March 31, 2011, a 45% increase over the same quarter in 2010 and a 3% decrease compared to the fourth quarter 2010.
   
Service Revenue of $71.7 million for the quarter ended March 31, 2011, a 39% increase over the same quarter in 2010 and a 3% decrease compared to the fourth quarter 2010.
   
Income Before Income Tax Attributable to Altisource of $16.5 million for the quarter ended March 31, 2011, a 90% increase over the same quarter in 2010 and a 15% increase compared to the fourth quarter 2010.
 
   
Net Income Attributable to Altisource of $14.8 million for the quarter ended March 31, 2011, a 135% increase over the same quarter in 2010 and a 12% decrease compared to the fourth quarter 2010.
 
   
Fully-diluted EPS of $0.57 for the quarter ended March 31, 2011, a 128% increase over the same quarter in 2010 and an 11% decrease compared to the fourth quarter 2010.
 
   
During the first quarter, the Company repurchased 0.2 million shares of our common stock on the open market at an average price of $30.01. Since inception of the stock repurchase program, 0.9 million shares of common stock have been repurchased on the open market at an average price of $27.85.

 

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Financial Results
                 
    Three Months Ended  
    March 31,  
(in thousands, except per share data)   2011     2010  
 
               
Service Revenue
  $ 71,730     $ 51,657  
Reimbursable Expenses
    15,641       8,530  
Cooperative Non-controlling Interest
    1,299       787  
 
           
Total Revenue
    88,670       60,974  
 
               
Cost of Revenue
    39,308       30,824  
Reimbursable Expenses
    15,641       8,530  
 
           
Gross Profit
    33,721       21,620  
 
               
Selling, General and Administrative Expenses
    16,254       12,069  
 
           
 
               
Income from Operations
    17,467       9,551  
 
               
Other Income (Expense), net
    344       (72 )
 
           
 
               
Income before Income Taxes and Non-controlling Interests
    17,811       9,479  
Income Tax Provision
    (1,687 )     (2,385 )
 
           
 
               
Net Income
    16,124       7,094  
 
               
Net Income Attributable to Non-controlling Interests
    (1,299 )     (787 )
 
           
 
               
Net Income Attributable to Altisource
  $ 14,825     $ 6,307  
 
           
 
               
Earnings Per Share:
               
Basic
  $ 0.60     $ 0.26  
 
           
Diluted
  $ 0.57     $ 0.25  
 
           
 
               
Weighted Average Shares Outstanding:
               
Basic
    24,845       24,690  
 
           
Diluted
    25,928       25,663  
 
           
 
               
Transactions with Related Parties:
               
Revenue
  $ 48,790     $ 28,736  
 
           
Selling, General and Administrative Expenses
  $ 391     $ 324  
 
           

 

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Revenue
The following table presents Total Revenue by segment:
                 
    Three Months Ended  
    March 31,  
(in thousands)   2011     2010  
 
               
Mortgage Services
               
Service Revenue
  $ 43,340     $ 23,714  
Reimbursable Expenses
    15,068       7,882  
Cooperative Non-controlling Interest
    1,299       787  
 
           
Mortgage Services — Total Revenue
    59,707       32,383  
 
           
 
               
Financial Services
               
Service Revenue
    18,920       19,397  
Reimbursable Expenses
    573       648  
 
           
Financial Services — Total Revenue
    19,493       20,045  
 
           
 
               
Technology Services
    12,716       11,974  
Eliminations
    (3,246 )     (3,428 )
 
           
 
               
Total Revenue
  $ 88,670     $ 60,974  
 
           
The Company recognized $71.7 million of Service Revenue for the quarter ended March 31, 2011, a 39% increase over the same quarter in 2010. Mortgage Services revenue grew as a result of the national rollout of services during 2010, including property preservation and inspection services, default management services and sales of real estate owned (“REO”), and the growth in the loan portfolio of the Company’s largest customer, Ocwen Financial Corporation (“Ocwen”). Financial Services revenue declined compared to the prior year due to a decline in revenue from the segment’s largest customer. The decline was in part a result of the client shifting work to the Company’s global delivery platform which resulted in lower revenue although higher margins. Technology Services revenue increased primarily due to the growth in REALSuite revenues, principally REALServicing®, given the growth in the servicing portfolio of Ocwen during 2010, partially offset by the impact of lowering infrastructure services pricing (which occurred on January 1st).
Sequentially, Service Revenue declined $2.6 million compared to the fourth quarter of 2010. This was principally due to the Mortgage Services segment as the boarding of loans by Ocwen in September triggered an elevated order level of valuation reports, foreclosure related title searches and initiated foreclosure actions in the fourth quarter. In addition, Mortgage Partnership of America (“MPA”) first quarter revenue was impacted by the overall market decline in loan origination activity compared to the fourth quarter. Service Revenue for the Financial Services segment slightly increased, driven by stabilized performance with respect to unsecured asset recovery and improved performance for the customer relationship management business. Technology Services revenue declined as expected due to lower infrastructure services pricing.
In addition, the Company reorganized our reporting structure in that certain services that were originally part of component services and other within the Mortgage Services segment are now classified as part of customer relationship management in the Financial Services segment. Prior periods have been recast to conform with the current year presentation.

 

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Income Before Income Tax
The following table presents income before income tax including amounts attributable to Altisource by segment:
                 
    Three Months Ended  
    March 31,  
(in thousands)   2011     2010  
 
               
Mortgage Services:
               
Income Before Income Taxes
  $ 18,469     $ 8,650  
Non-controlling Interests
    (1,299 )     (787 )
 
           
Income Before Income Taxes Attributable to Altisource
  $ 17,170     $ 7,863  
As percent of Service Revenue
    40 %     33 %
 
               
Financial Services:
               
Income Before Income Taxes
  $ 1,534     $ 1,403  
As percent of Service Revenue
    8 %     7 %
 
               
Technology Services:
               
Income Before Income Taxes
  $ 4,060     $ 4,209  
As percent of Revenue
    32 %     35 %
 
               
Consolidated:
               
Income Before Income Taxes
  $ 17,811     $ 9,479  
Non-controlling Interests
    (1,299 )     (787 )
 
           
Income Before Income Taxes Attributable to Altisource
  $ 16,512     $ 8,692  
As percent of Service Revenue
    23 %     17 %
In evaluating performance, the Company neutralizes the impact of pass-through items for which it earns no margin by excluding reimbursable expenses and non-controlling interests where appropriate and calculating all margins based upon Service Revenue. In addition, as of January 1, 2011 to the extent an employee has incentive compensation tied to earnings, it is based either on income before income tax or diluted earnings per share; therefore, the Company no longer provides Earnings Before Interest Tax and Depreciation.
On a consolidated basis, income before income tax attributable to Altisource grew principally as a result of the national rollout of mortgage services and the growth of Ocwen’s servicing portfolio during 2010 as previously discussed. Sequentially, income before income taxes attributable to Altisource grew $2.2 million; however, the fourth quarter included a $2.8 million charge for goodwill impairment in the Financial Services segment. Adjusting for the impairment charge, income before income taxes attributable to Altisource as a percent of Service Revenue remained constant at 23% for both quarters.
For the Mortgage Services segment, income before income taxes attributable to Altisource declined sequentially by $0.8 million attributable to the decline in Service Revenue as previously discussed. Income before income taxes attributable to Altisource as a percent of Service Revenue improved to 40% from 39% sequentially, primarily as a result of the mix of services and a reduction in intersegment technology charges.
For the Financial Services segment, income before income taxes improved $4.7 million sequentially primarily due to the $2.8 million goodwill impairment recognized in the fourth quarter and the benefit of a seasonally strong first quarter. In addition, the Financial Services segment started to see the initial benefits of disciplined floor management and improved performance for our customers. Technology costs for the Financial Services segment increased sequentially; however, this is expected to improve in the second half of 2011 as the Company implements certain cost containment measures.

 

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For the Technology Services segment, income before income taxes declined $1.2 million sequentially principally as a result of the reduced pricing for IT infrastructure services as previously discussed.
Corporate costs increased $0.6 million principally due to increased personnel costs associated with compliance and quality assurance to support our growing business.
Income Tax Provision
The Company recognized an income tax provision of $1.7 million for the three months ended March 31, 2011 representing an effective tax rate of 9%. The income tax provision computed by applying the Luxembourg statutory tax rate of 28.9% differs from the effective tax rate primarily because of the effect of the favorable tax ruling as well as the mix of income and losses in multiple taxing jurisdictions. In the fourth quarter of 2010, we recognized a tax benefit of $2.4 million primarily as a result of certain non-recurring items during the year and the recognition of losses in the United States primarily attributable to our Financial Services segment.

 

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ALTISOURCE PORTFOLIO SOLUTIONS S.A.
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, Dollars in thousands, Except Per Share Data)
                 
    March 31,     December 31,  
    2011     2010  
ASSETS
Current Assets:
               
Cash and Cash Equivalents
  $ 26,324     $ 22,134  
Accounts Receivable, net
    53,008       53,495  
Prepaid Expenses and Other Current Assets
    9,445       13,076  
Deferred Tax Assets, net
    641       551  
 
           
Total Current Assets
    89,418       89,256  
 
               
Restricted Cash
    1,222       1,045  
Premises and Equipment, net
    16,910       17,493  
Deferred Tax Assets, net
    892       1,206  
Intangible Assets, net
    70,292       72,428  
Goodwill
    11,836       11,836  
Investment in Equity Affiliate
    1,113        
Other Non-Current Assets
    4,708       4,536  
 
           
 
               
Total Assets
  $ 196,391     $ 197,800  
 
           
 
               
LIABILITIES AND EQUITY
 
               
Current Liabilities:
               
Accounts Payable and Accrued Expenses
  $ 26,606     $ 35,384  
Capital Lease Obligations — Current
    694       680  
Other Current Liabilities
    6,180       5,616  
 
           
Total Current Liabilities
    33,480       41,680  
 
               
Capital Lease Obligations — Non-current
    689       852  
Other Non-current Liabilities
    3,027       3,370  
 
               
Commitments and Contingencies
               
 
               
Equity:
               
Common Stock ($1.00 par value; 100,000 shares authorized; 25,413 shares issued and 24,715 outstanding in 2011; 25,413 shares issued and 24,881outstanding in 2010)
    25,413       25,413  
Retained Earnings
    71,954       58,546  
Additional Paid-in-Capital
    80,085       79,297  
Treasury Stock, at cost ($1.00 par value; 698 and 532 shares in 2011 and 2010, respectively)
    (19,798 )     (14,418 )
 
           
Altisource Equity
    157,654       148,838  
 
               
Non-controlling Interests
    1,541       3,060  
 
           
Total Equity
    159,195       151,898  
 
           
Total Liabilities and Equity
  $ 196,391     $ 197,800  
 
           

 

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Forward-Looking Statements
This press release contains forward-looking statements that involve a number of risks and uncertainties. Those forward-looking statements include all statements that are not historical fact, including statements about our management’s beliefs and expectations. Forward-looking statements are based on management’s beliefs as well as assumptions made by and information currently available to management. Because such statements are based on expectations as to future economic performance and are not statements of historical fact, actual results may differ materially from those projected. The Company undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to: Altisource’s ability to retain existing customers and attract new customers; general economic and market conditions; governmental regulations, taxes and policies; availability of adequate and timely sources of liquidity and other risks and uncertainties detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-K and other filings with the Securities and Exchange Commission.
Webcast
Altisource will host a webcast at 11:00 am Eastern today to discuss first quarter results. A link to the live audio web cast as well as an accompanying slide deck will be available on our website through the Investor Relations home page. Those who want to listen to the call should go to the website fifteen minutes prior to the call to register, download and install any necessary audio software. A replay of the conference call will be available via our website approximately two hours after the conclusion of the call.
About Altisource
Altisource Portfolio Solutions S.A. (NASDAQ: ASPS) is a provider of services focused on high value, technology-enable knowledge-based functions principally related to real estate and mortgage portfolio management, asset recovery and customer relationship management. Utilizing its integrated technology that includes decision models and behavioral based scripting engines, Altisource provides solutions that improve its clients’ performance and maximize their returns. Additional information is available at www.altisource.com.

 

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